Long (3.24.15)

KENNETH L. SAMUELSON
Samuelson Law Offices, LLC
2020 Pennsylvania Avenue, NW, #417, Washington, DC 20006
Telephones: (202) 494-0848; 877-800-8739
Fax: (240) 499-8939
ksamuelson@samuelson-law.com
www.samuelson-law.com
SUMMARY
I left large- and mid-sized law firms to form a boutique law firm
that (a) focuses at the intersection of commercial real estate and
bankruptcy; (b) negotiates joint development, teaming, licensing,
confidentiality and other agreements for cybersecurity transactions;
(c) litigates in those areas; and (d) networks with attorneys, from
across the country, for depth, specialization and local expertise. I
have represented various Fortune 500 companies, developers, non-
profits, and professionals in such transactions and litigation. I was
elected to the American College of Real Estate Lawyers (“ACREL”) and
served as a member of the governing Council of the Section of Real
Property, Probate and Trust Law of the American Bar Association (the
“ABA”). I have presented numerous programs before ACREL, the ABA, the
Harvard Business School Club of Washington, D.C., the American Inns of
Court, CoreNet Global, the International Council of Shopping Centers,
the D.C. Building Industry Association, and other organizations. I
have written numerous articles on those subjects. B.A., University of
Pittsburgh. J.D., University of Michigan.
Martindale-Hubbell Rating: AV Preeminent 5.0 out of 5 (the highest).
AVVO Rating: 10.0 (Superb).
Biography in Marquis Who’s Who in American Law.
PROFESSIONAL EXPERIENCE
The major transactions and litigation I have handled, as the lead
counsel or lead outside counsel, include:
• I took over a case, from other counsel, in which the
client/debtor’s voluntary bankruptcy petition had been
dismissed; and the lender’s civil suit, against the client and
the guarantor, had been lost on the liability issues. I was
able to get the bankruptcy re-instated and a favorable
settlement of the civil suit.
• Sale of a hotel, for $17,100,000, on the eve of bankruptcy,
including fighting-off mechanics liens.
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• Local counsel handling a foreclosure, for major bank, of a
condominium complex securing a $100,000,000+ loan
• The foreclosure, for another major bank, resulting in a
purchase price of $10,700,000, of related parcels of land in
Washington, D.C.
• A foreclosure, of the sublease, for the retail floors and
annex of the Old Post Office Pavilion in Washington, D.C., for
a major bank, and a restructuring of the master lease
therefore with the U.S. General Services Administration
• Various partnership and company break-ups, landlord/tenant
actions, bankruptcies, and construction disputes
• Various commercial refinancings, including one in which, by
restructuring the proposed loan, I saved the borrower almost
$600,000 in State and local transfer and recordation taxes
• Workouts of various commercial loans, including one regarding
a major residential subdivision in a mixed-use complex
• Reviewed the loan documents and issued local counsel legal
opinions for numerous large acquisition and construction
financings (a) many of which included addressing land use
approvals and environmental complications; and (b) one of
which was for a loan, of $213,000,000, 10 apartment complexes
in 5 states
• A purchase, in a contested bankruptcy proceeding, of an
internet service provider’s system and contracts, including 20
stations across the country
• Various refinancings, of U.S. properties, for banks lending to
foreign governments for embassies
• A land development partnership dispute for the headquarters
site, and surrounding golf course, of a publicly held company
• A termination of leases, totaling 443,214 square feet, against
the U.S. General Services Administration, with a possible re-
leasing after the contemplated re-reconstruction of the
buildings was completed
• Portfolio sales, of over 163 foreclosed properties, many with
numerous environmental and other problems, for a total of over
$360,000,000, for an agency of the U.S. Government; and take-
back institutional financing for approximately 80 of those
properties; including helping that agency find ways of

resolving numerous inter-departmental conflicts, and to comply
with various complex, and often contradictory, regulations
• Lease termination agreements, with numerous types of tenants,
to vacate a major office building for redevelopment
• Successful lobbying, for a local developer, to change the
local transfer tax laws, to exempt the transfer, of large
acreage, to a planned unit development, thereby making the
project feasible
• Representing the borrowers in the issuance of municipal bonds,
in the District of Columbia and in Maryland, for (a) the
development of a warehouse/distribution center, (b) the
acquisition of computer equipment for a college, and (c) the
refinancing of a large office building
• Representing a Maryland state agency in hearings before a
Legislative committee.
• Various commercial contracts of sale and leases, including, in
addition to those more specifically described herein (a) one
in which I revitalized negotiations, which had completely
broken off under prior counsel, to acquire a major
manufacturing building; (b) lease-outs of shopping centers for
developers, including leases to national tenants; and (c)
warehouse, office and retail space leases for a large non-
profit
• A contract of sale and development agreement, with the
Washington Metropolitan Area Transit Authority, for the
development of a regional mall, hotels and apartment complexes
at one of its major metro-rail stations
• A contract for the development of a resort hotel, signature
golf course, marina and residential complex in a foreign
country; and letters of intent for the development of other
such projects in other countries
• Easements and other agreements, for a Fortune 500 company, for
the development of an office park
• Purchases and like-kind exchanges, for a Fortune 500 company,
of over 40 buildings
• A participating ground lease, for a Fortune 500 company, for a
300,000+ square foot office building

• A sale of 125 cellular tower sites, for a Fortune 500 company,
including handling various land use issues associated
therewith
• A contract, for a Fortune 500 company, for the acquisition of
two golf courses for residential, retail, and office
development
• Acquisitions of land, for a national developer, for
development as apartment complexes, including negotiating
utility-sharing agreements and permanent financings therefore
• An Up-REIT involving six apartment projects
• An agreement, with a national golf course designer and a
developer, for the development of a signature golf course in
the middle of a residential subdivision
• Sale of a package of 7 retail outlets
• Sales and purchases of hotels, including handling liquor
license and sales tax issues
• A sale of two apartment complexes for a national developer
• Amendment to contract, for a foreign government, for the
acquisition of the property upon which it developed a
consulate building
• One of the first synthetic leases
• Leases, for a national developer, with the U.S. Comptroller of
the Currency, the State of Maryland and others
• Leases for various tenants, including one of my former law
firms, an international land development association, and a
large accounting firm
• Acquisitions, ground leases, space leases, construction
contracts and development agreements, for a retailer, for its
80,000 square foot retail stores and its shopping centers
• Construction contract for the development of an $880,000,000
inner-city rail line with office buildings, hotels and other
real estate projects at each station
• Construction contract, for the development of a series of
mini-hospitals, totaling more than $49,000,000

• Construction contracts, for the development resort
communities, totaling more than $1,700,000,000
• Numerous administrative hearings representing, or before,
agencies of the State of Maryland; representing the State of
Maryland in Federal civil rights litigation
EDUCATIONAL BACKGROUND
J.D., University of Michigan, 1971
B.A., University of Pittsburgh, magna cum laude, 1968, Dean’s Lists
and Phi Beta Kappa
BAR ADMITTANCES
Maryland, 1972
District of Columbia, 1980
Trial Bar of the U.S. District Court of Maryland, 1984
PRIOR PROFESSIONAL AFFILIATIONS
Of Counsel, Deckelbaum Ogens & Raftery, Chartered, Bethesda, MD
2001 - 2008 (commercial bankruptcies, liquidations and real estate)
Partner, Wilkes Artis, Chartered, Washington, D.C. 1995 – 2001
(commercial real estate transactions and governmental financing)
Partner, Semmes, Bowen & Semmes, Baltimore, MD and Washington, D.C.
1993 – 1995 (commercial real estate transactions)
Associate, then Partner, Linowes and Blocher, Silver Spring, MD 1977 –
1993 (commercial real estate transactions and distressed asset sales)
Assistant Attorney General, the State of Maryland, Baltimore, MD 1973
– 1977 (constitutional and administrative litigation)
Associate, Dickerson, Nice, Sokol & Horn (no longer exists),
Baltimore, MD 1973 (litigation)
Associate, Weinberg & Green (now Saul Ewing), Baltimore, MD 1971 –
1973 (litigation, commercial real estate, Uniform Commercial Code
financings, and estate planning)
PROFESSIONAL MEMBERSHIPS
Council member, American Bar Association, Real Property, Probate and
Trust Law Section’s governing Council (1997-2006); Co-Chair of its
Technology Committee (2000-2006)
American College of Real Estate Lawyers

American Inns of Court, D.C. Chapter (bankruptcy)
PROFESSIONAL WRITINGS AND PROGRAMS
I wrote the following articles and presented the following
programs:
• “Non-Competes in the Cybersecurity Industry”, U.S. Cybersecurity
Magazine (Winter, 2015)
• Webinar: Panelist, updates on LLCs and LLPs seeking to file
bankruptcy (June, 2013)
• Seminar: Real Estate Title Problems – Solutions Available Only in
Bankruptcy (September, 2012)
• Webinar: Panelist, unique aspects of LLC’s in voluntary and
involuntary bankruptcy proceedings (June, 2012)
• American Bar Association: Panelist, workouts of loans upon
condo/hotels and other mixed-use projects (2011)
• American College of Real Estate Lawyers: Panelist, like-kind
exchanges (2010)
• American Bar Association: Panelist, workouts of loans upon
condo/hotels and other mixed-use projects (2010)
• American Inns of Court: Panelist, bankruptcy sales (2010)
• American College of Real Estate Lawyers: Panelist, whether IRS
Section 1031 proceeds of sale are included in a bankruptcy estate
(2009)
• Seminar: Panelist, Maryland Foreclosures and Bankruptcies (2009)
• Law Seminars International: Panelist, commercial loan workouts and
the bankruptcy aspects of drafting commercial leases (2008 and 2009)
• American Inns of Court: Panelist, sales and leases in bankruptcy
proceedings (2006, 2007 and 2008)
• Stewart Title Company’s national underwriters: Panelist, title
insurance for workouts and bankruptcy transactions (2008)
• American College of Real Estate Lawyers: Panelist, leases in
bankruptcy (2008), and telecommunications and financing issues
(1998, 1999, and 2000)

• American Bar Association: Panelist, loan workouts (2008) and
various leasing issues (1987 through 1998)
• International Association of Attorneys and Executives in Corporate
Real Estate: “Ethics-SOX: Does Each Officer and Director Now Need
His/Her Own Separate Counsel?”, a/k/a/ “Corporate/Partnership
Attorney as Whistleblower” (2007)
• CoreNet Global; and the International Association of Attorneys and
Executives in Corporate Real Estate: Panelist, “Leasing Overseas,
Particularly in China and India” (2006)
• Harvard Business School Club of Washington, D.C.: Panelist, “How
Lawyers Can Mess-Up Transactions” (2006)
• Author, “Does a Lease Mean What It Says?”, D.C. Building Industry
Association Pipeline, February 2003
• Co-author of a chapter of ALI-ABA’s Practice Checklist for Drafting
Leases III (2001), also published as “Drafting Letters of Intent for
Leases (with Forms)”, The Practical Real Estate Lawyer, September
1997
• National Continuing Legal Education Conference: Presented a program
entitled “A Real Estate Lawyer’s Guide To Broadband” (2001)
• D.C. Building Industry Association: Panelist, broadband wiring of
buildings, and purchasing or ground leasing sites at MetroRail
stations (2000)
• International Council of Shopping Centers: Taught a “university”
course and presented various programs (1988, 1992, 1994, 1997 and
1998)
• National Association of Corporate Real Estate Executives:
telecommunications law (1997)
• Washington, D.C. Association of Realtors, Inc.: various leasing
issues (1992 and 1996)
• Civil Code Committee of the Russian Duma: leasing (1994 and 1995)
• Author, “Disposing of Excess Real Estate”, NACORE Corporate Real
Estate Executive, March/April 1994
• Maryland Institute for Continuing Professional Education of Lawyers:
Article 9 of the Uniform Commercial Code, enforcing liens,
easements, leasing, and other topics (1981, 1983, 1988, 1989, 1991
and 1994)

• Author, “The Retail Lease: What to Look for, Bargain for”, Legal
Times, April 7, 1986
HONORS AND RATINGS
• Chair, “Best Section Committee of the Year” awarded by the District
of Columbia Bar (1990)
• Subject of biographical records in Marquis Who’s Who in American Law
and in Tiber’s Who’s Who in Washington
Martindale-Hubbell Rating: AV Preeminent 5.0 out of 5 (the highest)
AVVO Rating: 10.0 (Superb)

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